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<br />commissions, employees, and agents, as additional insureds; and <br /> <br />(d) Providing that Consultant's insurance coverage shall be primary <br />insurance with respect to City, its Council, officers, boards, commiSSions, <br />employees, and agents, and any insurance or self-insurance maintained by City <br />for itself, its Council, officers, boards, commissions, employees, or agents shall <br />be in excess of Consultant's insurance and not contributory with it. <br /> <br />(e) If Consultant fails to maintain any of these insurance coverages, then City will <br />have the option to declare Consultant in breach, or may purchase replacement insurance or pay <br />the premiums that are due on existing policies in order to <br /> <br />18. Amendments <br /> <br />This Agreement may be amended only with the written consent of both Parties. <br /> <br />19. Inteorated Document <br /> <br />This Agreement represents the entire agreement between City and Consultant. No other <br />understanding, agreements, conversations, or otherwise, with any representative of City prior to <br />execution of this Agreement shall affect or modify any of the terms or obligations of this <br />Agreement. Any verbal agreement shall be considered unofficial information and is not binding <br />upon City. <br /> <br />20. Severabilitv Clause <br /> <br />In case anyone or more of the provisions in this Agreement shall, for any reason, be held <br />invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other <br />provisions, which shall remain in full force and effect. <br /> <br />21. Law Governino Contract <br /> <br />This Agreement shall be governed and interpreted using the laws of the State of California. <br /> <br />22. Venue <br /> <br />The venue of any suit filed by either Party shall be vested in the state courts of the County of <br />San Mateo, or if appropriate, in the United States District Court, Northern District of California, <br />San Francisco, California. <br /> <br />23. Election of Remedies <br /> <br />The pursuit by any Party of any specific remedy shall not exclude any other remedy available to <br />the Party. <br /> <br />24. Conflict of Interests <br /> <br />This Agreement does not prevent either Party from entering into similar agreements with other <br />parties. To prevent a conflict of interest, Consultant certifies that to the best of its knowledge, no <br />City officer, employee or authorized representative has any financial interest in the business of <br />Consultant and that no person associated with Consultant has any interest, direct or indirect, <br /> <br />A TTY/AGR/2006.01 0 <br />3/10/06 <br /> <br />6 <br />